Printable Contracts: Payment Agreement Contract - Advanced Mining

[Pages:14]Payment and Hosting Agreement Contract

By this contract, dated

,

, hereafter known as

"Customer" or "you", agrees to make payments to VBit Technologies Corp and its subsidiary,

VBit Mining LLC, hereafter known as "we", "us" or "Service Provider", by the following

schedule:

Order Number:

Payment of

to be paid to the Service Provider upfront, and a monthly payment

in the amount and duration listed below will be made by the Customer to the Service Provider.

Please select a monthly payment plan duration and amount below:

36 Monthly payments in the amount of

24 Monthly payments in the amount of

12 Monthly payments in the amount of

The first monthly payment will be due 30 days after the first day your equipment is installed and actively running. All subsequent payments will be due on the first of each month or the next business day after the first if the first of the month is a banking holiday. This payment schedule is enforceable by law, and the methods described below will be use in cases of delinquent payment.

In exchange for payments described above, Service Provider will render the following services to the Customer:

Use and leasing rights with a buyout option to:

Package consisting of dedicated Antminer S19 series computer server hashboards

with an average of

GH/s computer computational power, hereafter known as

"Equipment".

Use and leasing term length will be equivalent to Fixed Hosting and Monthly Hosting Term lengths held by Customer. Customer can execute buyout option on Equipment referenced above at any time by submitting a written request of buyout execution and shipment of said equipment. Upon such request, Customer shall pay the shipping and handling fee described in section 2.1 of this agreement in additional to a $1.00 USD buyout and the balance of all payments described above.

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Estimated Hardware Activation Date*:

*If circumstances are within Service Provider's reasonable control and Service Provider fails to activate hardware within the estimated hardware activation time frame, then Service Provider, at Service Provider's discretion, will provide Customer with either: Loss of opportunity credits equal to the net proceeds of hardware output for the days from the last day of estimated hardware activation date to the actual activation date.

Or Cancelling the order and providing Customer with a full refund of all monies paid by Customer in relation to the order. Initial Fixed Hosting Term length* of:

*Fixed Hosting Terms can be updated from time to time with a signed Addendum A (Hosting Term Update Form).

Payment Method: The balance due to Service Provider monthly will automatically be debited from Customer's account provided below. Please select one: ACH Bank Withdrawal (USA ONLY): Account Holder Name: Account Billing Address: Street Address: City: State: Zip Code:

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Bank Name:

Account Type:

Routing Number:

Account Number:

Credit Card (2.9% additional convenience fee applies):

Cardholder Name:

Card Number:

Expiration Date:

3 Digit Security code on back of card: If AMEX, 4 Digit Security code on the front of card:

Account Billing Address:

Street Address:

City:

State:

Zip Code:

Monthly Invoice for Bitcoin (BTC) / Cryptocurrency Payment (Invoice will be sent to email address on file and must be paid through Customer's corresponding QABU account)

By providing your account information, you are authorizing Service Provider to automatically charge and debit your account for the amounts listed in this agreement. At our discretion, we can process automatic credit card / debit card payments which will incur an additional convenience fee of 2.9% for any past due amounts due to us. At our discretion, we can automatically debit any of your wallets associated with Service Provider for any amounts due to us.

This agreement is binding, and failure to meet its terms will allow the Service Provider to take certain recourse. Customer will be allowed a five (5) day grace period from the due date to make the full agreed upon monthly payment. If Customer fails to make the full monthly payment within the five (5) day grace period, the Customer's account will be considered in default and Customer will surrender any rights to the Equipment or output from the Equipment to Service Provider and no refunds or payments will be offered to Customer. In case of default, Service

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Provider may provide Customer with hardware equaling the average computational power of at least 25% of the original equipment package at its discretion.

In addition, the following terms and conditions apply: 1. Service.

1.1. Facility. Service Provider will provide server hosting facility, electrical power, and Internet access to Customer at Service Provider's and partner facilities (the "Facility") for the purposes of installing, maintaining, and operating Customer's leased or owned servers and ASIC chips (the "Equipment"), which may be updated from time to time to add or delete Equipment with written notification to the Customer.

1.2. Uptime and Repairs. Service Provider guarantees at least 95% annual uptime based on the calendar year. If annual uptime falls below 95%, Service Provider will credit Customer hosting service credits based on the amount of downtime in excess of allowed downtime. All maintenance and repair services are included in Fixed Hosting Terms. If Service Provider is unable to repair the Equipment, Service Provider will provide a one (1) time replacement that is equivalent to the Equipment for each unit of the Equipment over the entire term that the equipment or its replacement is hosted with Service Provider.

2. Term and Termination.

2.1. Term. The Agreement commences on the earliest date Service Provider notifies Customer that any Equipment has been received and turned on by Service Provider ("Installation") and shall remain effective until Customer notifies Service Provider in writing of intent of termination. You may request termination of the contract at any time, and request buyout and shipping of the hardware described in this contract to you. A shipping and handling fee for the corresponding package (listed below) in addition to a $1.00 USD buyout payment is required in these circumstances. This agreement may be changed by Service Provider at its discretion for reasonable cause.

Package Shipping and handling fees (USA rates, for international shipping please add 30%):

Copper:

50USD

Silver:

50USD

Gold:

75USD

Platinum:

225USD

Diamond:

775USD

Black Diamond: 1800USD

2.2. Termination for Cause. Service Provider may terminate this Agreement for cause immediately following written notice to Customer if Customer: (a) fails to make any payment(s) due pursuant to this Agreement; (b) violates, or fails to perform or fulfill any covenant or

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provision of this Agreement, and any such matter is not cured within five (5) days after notification from Service Provider; or (c) enters into bankruptcy, dissolution, financial failure or insolvency, sale or merger with another person, corporation or entity, unless approved in advance by Service Provider.

2.3. Effect of Termination. In the event of a Default by Customer, Customer agrees to pay immediately to Service Provider all amounts then owed. If Customer fails to make any such payments, Service Provider shall have the right to (a) sell or retain possession of; (b) reconfigure for Service Provider' use; or (c) remove and store at Customer's expense, all or any portion of the Equipment without any cost, obligation or liability of Service Provider to Customer.

3. Fees and Payment.

3.1. Initial Setup Fees. Customer shall pay Service Provider the Initial Setup Fees of $0 USD.

3.2. Monthly Hosting Term Fees. At the expiration of Customer's hosting service term with Service Provider, described above in this contract, if Customer does not purchase another Fixed Hosting Term contract, Customer's account will convert into a Monthly Hosting Term contract. Monthly service fees for Monthly Hosting Term contracts are based on the Service Provider's published market price listed on its website () at time of billing and can change at Service Provider's discretion based on market conditions. Monthly Hosting Term services do not include any repair, warranty or insurance services. 3.3 Repairs. Any repairs not included in hosting term contracts will be billed at $150 per hour for labor. Parts pricing will be based on actual market cost plus 20%.

3.3. Taxes. Where applicable, Customer is responsible for paying any and all taxes, including without limitation any federal, state, or local taxes on manufacture, sales, gross income, receipts, occupation, or use.

3.4 Refund Policy. VBit Mining offers a 100% satisfaction guarantee policy and shall provide a full refund of all monies paid if a Customer notifies and returns the product to the Company within seven (7) days of the sales transaction (order date).

After this initial seven-day refund period, the Company nonetheless allows a Customer to return the product between eight (8) and thirty (30) days of purchase (order date) but such refund comes with a 50% restocking fee of the overall purchase price.

No refunds or exchanges will be accepted after thirty (30) days of purchase (order date). Shipping and handling charges incurred will not be refunded.

If Cryptocurrency is utilized for payment, any payment/refunds made will be based on the USD exchange rate at the time of transaction.

4. Security Interest. Customer hereby grants a security interest in the Equipment in favor of Service Provider and its partners to secure the obligations of Customer under this Agreement. Service Provider may, at such time as it determines appropriate, file a UCC 1 Financing

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Statement in such places as it determines to evidence the security interest granted by Customer to Service Provider under this Agreement.

5. Network and Access.

5.1. Network. Service Provider will provide a minimum of 100mbps of local network connectivity to each piece of Equipment on a single Ethernet segment. Customer is responsible for managing all account passwords and for all network and device security, including providing a firewall for devices Customer utilizes to access Service Provider's network. Customer can allocate the Equipment's computational power to their desired pool with written notification to Service Provider. If Customer does not provide a desired pool prior to installation of Equipment, Service Provider will allocate the Equipment's computational power to any pool of its choice on behalf of Customer. Customer can request a change of allocation of computational power to a pool of the Customer's choice with written notification to Service Provider at least 72 hours prior to the desired change.

5.2. Access. Only those persons specifically authorized by Service Provider may access the Facility. Service Provider may deny or suspend Customer's access to the Equipment based on Service Provider's then-current Security Policies and Procedures including:

5.2.1. All access into the Facility must be supervised by a Service Provider representative;

5.3. Hazardous Conditions. If, in the discretion of Service Provider, its employees or agents, any hazardous conditions arise on, from, or affecting the Facility, Service Provider is hereby authorized to suspend service under this Agreement without subjecting Service Provider to any liability.

5.4. Demand Response/Load Resource Participation Program. If the Facility is located within the state of Texas, Customer understands that Service Provider participates in the Demand Response / Load Resource Participation Program ("LRP Program") for the Texas ERCOT energy grid. The LRP Program is designed to maintain the integrity of the ERCOT grid system. The LRP Program provides ERCOT with the capability to shut off the power load serving Service Provider customers in response to emergency load situations.

6. Removals and Relocation of Equipment.

6.1. Service Provider may relocate the Equipment within the facility, provided that the site of relocation shall afford comparable environmental conditions for the Equipment and comparable accessibility to the Equipment. Notwithstanding the foregoing, Service Provider shall not arbitrarily or capriciously require Customer to relocate the Equipment. If the Equipment is relocated according to this Section, the cost of relocating the Equipment and improving the Facility to which the Equipment will be relocated shall be borne by Service Provider.

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6.2. If at any time the Equipment not purchased from Service Provider causes unacceptable interference to existing or prospective Service Provider's customers or their Equipment, Service Provider may require Customer to remove or relocate the Equipment at Customer's sole expense. If Customer is unable to cure such interference by relocating the Equipment, Service Provider may terminate this Agreement without further obligation to Customer under this Agreement.

6.3. In the event of an emergency, as determined in Service Provider's reasonable discretion, Service Provider may rearrange, remove, or relocate the Equipment without any liability to Service Provider. Notwithstanding the foregoing, in the case of emergency, Service Provider shall provide Customer, to the extent practicable, reasonable notice prior to rearranging, removing, or relocating the Equipment.

6.4. Customer shall not remove any of the Equipment from the Facility without the prior written authorization of Service Provider. Customer will provide Service Provider with written notification a minimum of thirty (30) days before Customer wishes to remove any of the Equipment from the Facility. Before authorizing the removal of the Equipment, Service Provider will verify that Customer has no payments due. Once Service Provider authorizes the removal of the Equipment from the Facility, Customer will remove such Equipment, and shall be solely responsible to bring appropriate packaging and moving materials. If Customer uses an agent or other third party to remove the Equipment, Customer shall be solely responsible for the acts of such party, and any damages caused by such party to the Equipment or otherwise.

7. Customer Responsibilities.

7.1. Acceptable Use Policy. Customer shall always use the Equipment and maintain the Facility, in a safe manner and according to Service Provider's then-current Acceptable Use Policy.

7.2. Compliance with Laws. Customer's use of the Facility and the Equipment located at the Facility, must at all times conform to all applicable laws, including international laws, the laws of the state of Delaware, the laws of the states in which Customer is doing business, and the laws of the state where the Facility is located.

7.3. Licenses and Permits. Customer shall be responsible for obtaining any licenses, permits, consents, or approvals from any federal, state or local government, which may be necessary to install, possess, own, or operate the Equipment.

7.4. Insurance. It is understood that Service Provider is not an insurer and Customer Equipment is not covered by any insurance policy held by Service Provider. Customer is responsible for obtaining insurance coverage for the Equipment. Equipment leased by Customer from Service Provider will be covered under policies held by Service Provider. Any balances owed to Service Provider by Customer and claim expenses incurred, including but not limited to attorney, accountant, and investigator fees, will be deducted from any insurance claim payouts before the remainder is released to Customer.

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8. Common Carrier. Service Provider and Customer agree that Service Provider is acting solely as a common carrier in its capacity of providing the Service hereunder, and is not a publisher of any material or information. Furthermore, Service Provider has no right or ability to censor materials or information traversed through Service Provider's networks.

9. Warranty and Disclaimer. THE SERVICE AND THE FACILITY PROVIDED BY SERVICE PROVIDER IS PROVIDED "AS IS." SERVICE PROVIDER DOES NOT PROVIDE BACKUP POWER AND THE FACILITY IS SUBJECT TO SWINGS IN LOCAL TEMPERATURE, WIND, HUMIDITY, ETC. SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; or (C) WARRANTY AGAINST INTERFERENCE. SERVICE PROVIDER DOES NOT WARRANT THAT (A) THE SERVICE SHALL BE AVAILABLE 24/7 OR FREE FROM MINOR INTERRUPTIONS; (B) THE SERVICE SHALL MEET CUSTOMER'S REQUIREMENTS OTHER THAN AS SET OUT IN THE DOCUMENTATION; OR (C) THE SERVICE SHALL PROVIDE ANY FUNCTION NOT DESIGNATED IN THE DOCUMENTATION.

10. Limitation of Liability.

10.1. Customer understands and acknowledges that in some situations Equipment functionality may be unavailable due to factors outside of Service Provider' control. This includes, but is not limited to network failures, pool operator failures, denial of service attacks, currency network outages, hacking or malicious attacks on the crypto networks or exchanges, power outages, or Acts of God. SERVICE PROVIDER SHALL HAVE NO OBLIGATION, RESPONSIBILITY, AND/OR LIABILITY FOR THE FOLLOWING: (A) ANY INTERRUPTION OR DEFECTS IN THE EQUIPMENT FUNCTIONALITY CAUSED BY FACTORS OUTSIDE OF SERVICE PROVIDER' REASONABLE CONTROL; (B) ANY LOSS, DELETION, OR CORRUPTION OF CUSTOMER'S DATA OR FILES WHATSOEVER; (C) ANY LOST REVENUE TO CUSTOMER DURING OUTAGES, EQUIPMENT FAILURES, ETC.; (D) DAMAGES RESULTING FROM ANY ACTIONS OR INACTIONS OF CUSTOMER OR ANY THIRD PARTY NOT UNDER SERVICE PROVIDER' CONTROL; OR (E) DAMAGES RESULTING FROM EQUIPMENT OR ANY THIRD PARTY EQUIPMENT.

10.2. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, FIRM, OR ENTITY IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES, NEGLIGENCE, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS IN TRANSMISSION, OR DELAYS, INCLUDING, BUT NOT LIMITED TO, THOSE WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL AUTHORITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF SERVICE PROVIDER PURSUANT TO THIS AGREEMENT. EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER SECTION 11, SERVICE PROVIDER' LIABILITIES UNDER THIS AGREEMENT,

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